The focus of this study is on children's empathic responses to mother. It has been hypothesized that children reared by affectively ill mothers have increased likelihood of impaired sensitivity to others' affective states and needs. Paradoxically, however, there is an opposite hypothesis to be considered, namely, that the affective neediness of depressed mothers may lead to exaggerated sensitivity and empathetic response in their young children. Ninety children, 2 1/2 to 3 1/2 years of age and their mothers (51 affectively ill and 39 normal control) were the participants. Children's responses to others' needs were systematically observed in quasi-naturalistic interactions with their mothers and in an experimental procedure in which the mother simulated acute, intense sadness (prompted by the crying state of a pictured infant). In response to the experimental procedure, the offspring of unipolar depressed mothers were most emotionally aroused and empathetic toward the mother. Girls in all diagnostic groups showed significantly more empathy and caregiving than did boys.